Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 1 of 16

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1 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 1 of 16 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al., 1 ) Case No (JPC) ) Debtors. ) (Jointly Administered) ) NOTICE OF DEBTORS FIRST OMNIBUS OBJECTION TO CERTAIN PROOFS OF CLAIM (LATE-FILED CLAIMS, DUPLICATIVE CLAIMS, INSUFFICIENT DOCUMENTATION CLAIM, NON-DEBTOR CLAIMS, RECLASSIFICATION CLAIM, AND NO LIABILITY CLAIMS) PLEASE TAKE NOTICE that on the 16th day of October, 2013, at 10:30 a.m. (Central Time) or as soon thereafter as counsel may be heard, the above-captioned debtors and debtors in possession (collectively, the Debtors ) shall appear before the Honorable Jacqueline P. Cox or any other judge who may be sitting in her place and stead, in Courtroom 680 in the United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, and present the attached Debtors First Omnibus Objection to Certain Proofs of Claim (Late- Filed Claims, Duplicative Claims, Insufficient Documentation Claim, Non-Debtor Claims, Reclassification Claim, And No Liability Claims) (the Objection ). PLEASE TAKE FURTHER NOTICE that any objection to the Objection must be filed with the Court by October 7, 2013, at 4:00 p.m. (Central Time) and served so as to be actually received by: (a) counsel to the Debtors; (b) each holder of a Disputed Claim (as defined in the Objection) identified on Schedules 1 6 to Exhibit A to the Objection; (c) the Office of the U.S. Trustee for the Northern District of Illinois; (d) counsel to the official committee of unsecured creditors appointed to these chapter 11 cases; (e) the indenture trustee for the Debtors senior unsecured notes; (f) counsel to the ad hoc committee of certain holders of the Debtors senior unsecured notes; (g) the indenture trustee for the lessor notes related to the Debtors Powerton generating station in Pekin, Illinois, and units 7 and 8 of the Debtors Joliet, Illinois, generating station and the pass-through trustee for the related pass-through certificates; (h) counsel to the ad 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Edison Mission Energy (1807); Camino Energy Company (2601); Chestnut Ridge Energy Company (6590); Edison Mission Finance Co. (9202); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Holdings Co. (6940); Edison Mission Midwest Holdings Co. (6553); EME Homer City Generation L.P. (6938); Homer City Property Holdings, Inc. (1685); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Mission Energy Westside, Inc. (0657); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy s corporate headquarters and the Debtors service address is: 3 MacArthur Place, Suite 100, Santa Ana, California

2 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 2 of 16 hoc committee of certain holders of pass-through certificates related to the Debtors Powerton and Joliet generating stations; (i) the owner trusts and the equity investors for the Debtors Powerton and Joliet generating stations and their respective counsel; (j) the lender under Debtor Edison Mission Energy s letter-of-credit facility; (k) the state attorneys general for states in which the Debtors conduct business; (l) United States Attorney for the Northern District of Illinois; (m) the Internal Revenue Service; (n) the Securities and Exchange Commission; (o) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business; and (p) those parties who have requested service of papers in this case pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure and the Order Approving Case Management Procedures [Docket No. 128]. PLEASE TAKE FURTHER NOTICE that copies of all documents filed in these chapter 11 cases are available free of charge by visiting the case website maintained by GCG, Inc., the Debtors notice and claims agent for these chapter 11 cases, available at or by calling (866) You may also obtain copies of any pleadings by visiting the Court s website at in accordance with the procedures and fees set forth therein. [Remainder of page intentionally left blank.] 2

3 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 3 of 16 Dated: September 16, 2013 /s/ David R. Seligman, P.C. James H.M. Sprayregen, P.C. David R. Seligman, P.C. Sarah Hiltz Seewer KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) and - Joshua A. Sussberg KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel to the Debtors and Debtors in Possession other than Camino Energy Company - and - David A. Agay Joshua Gadharf MCDONALD HOPKINS LLC 300 North LaSalle Suite 2100 Chicago, Illinois Telephone: (312) Facsimile: (312) Counsel to Debtor Camino Energy Company and Conflicts Counsel to the other Debtors and Debtors in Possession

4 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 4 of 16 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION ) In re: ) Chapter 11 ) EDISON MISSION ENERGY, et al., 1 ) Case No (JPC) ) Debtors. ) (Jointly Administered) ) DEBTORS FIRST OMNIBUS OBJECTION TO CERTAIN PROOFS OF CLAIM (LATE-FILED CLAIMS, DUPLICATIVE CLAIMS, INSUFFICIENT DOCUMENTATION CLAIM, NON-DEBTOR CLAIMS, RECLASSIFICATION CLAIM, AND NO LIABILITY CLAIMS) THIS OBJECTION SEEKS TO DISALLOW, EXPUNGE, RECLASSIFY, REDUCE, AND/OR MODIFY CERTAIN FILED PROOFS OF CLAIM. CLAIMANTS RECEIVING THIS OBJECTION SHOULD LOCATE THEIR NAMES AND CLAIMS ON SCHEDULES 1 6 TO EXHIBIT A ATTACHED TO THIS OBJECTION. The above-captioned debtors and debtors in possession (collectively, the Debtors ) respectfully state the following in support of this objection (this Objection ): Relief Requested 1. The Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the Order ): expunging and disallowing the claims identified on Schedule 1 to the Order (collectively, the Late-Filed Claims ) in their entirety because such claims were not timely filed; 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Edison Mission Energy (1807); Camino Energy Company (2601); Chestnut Ridge Energy Company (6590); Edison Mission Energy Fuel Services, LLC (4630); Edison Mission Finance Co. (9202); Edison Mission Fuel Resources, Inc. (3014); Edison Mission Fuel Transportation, Inc. (3012); Edison Mission Holdings Co. (6940); Edison Mission Midwest Holdings Co. (6553); EME Homer City Generation L.P. (6938); Homer City Property Holdings, Inc. (1685); Midwest Finance Corp. (9350); Midwest Generation EME, LLC (1760); Midwest Generation, LLC (8558); Midwest Generation Procurement Services, LLC (2634); Midwest Peaker Holdings, Inc. (5282); Mission Energy Westside, Inc. (0657); San Joaquin Energy Company (1346); Southern Sierra Energy Company (6754); and Western Sierra Energy Company (1447). The location of parent Debtor Edison Mission Energy s corporate headquarters and the Debtors service address is: 3 MacArthur Place, Suite 100, Santa Ana, California

5 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 5 of 16 expunging and disallowing the claims identified on Schedule 2 to the Order (collectively, the Duplicative Claims ) in their entirety because such claims are duplicative of other proofs of claim; expunging and disallowing the claim identified on Schedule 3 to the Order (the Insufficient Documentation Claim ) in its entirety because such claim fails to sufficiently specify the basis for the proof of claim or provide sufficient supporting documentation therefor; expunging and disallowing the claims identified on Schedule 4 to the Order (the Non- Debtor Claims ) in their entirety because such claims are reflected in the Debtors books and records as obligations of the Debtors non-debtor affiliates; reclassifying the claim identified on Schedule 5 to the Order (the Reclassification Claim ) because such claim is asserted in a priority not reflected in the Debtors books and records; and expunging and disallowing the claims identified on Schedule 6 to the Order (the No Liability Claims and, collectively with the Late-Filed Claims, Duplicative Claims, Insufficient Claim, Non-Debtor Claims, and Reclassification Claim, the Disputed Claims ) in their entirety because such Claims are not reflected as liabilities in the Debtors books and records. In support of this Objection, the Debtors submit the declaration of Aaron Moss (the Moss Declaration ), to be filed in connection herewith. Jurisdiction 2. The United States Bankruptcy Court for the Northern District of Illinois (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 3. Venue is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 502 and 1106(a)(1) of title 11 of the United States Code (the Bankruptcy Code ), rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and rule of the Local Rules for the United States Bankruptcy Court for the Northern District of Illinois (the Local Rules ). 2

6 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 6 of 16 Background 5. Edison Mission Energy, together with its Debtor and non-debtor affiliates, is a leading independent power producing enterprise specializing in developing, operating, and selling energy and capacity from approximately 40 generating facilities in 12 states and the Republic of Turkey. The Debtors have approximately 800 employees and maintain headquarters in Chicago, Illinois and Santa Ana, California. 6. On December 17, 2012 (the Original Petition Date ), seventeen of the Debtors (collectively, the Original Debtors ) filed petitions with the Court under chapter 11 of the Bankruptcy Code. On May 2, 2013 (the Homer City Petition Date ), three additional Debtors (collectively, the Homer City Debtors ) 2 filed petitions with the Court under chapter 11 of the Bankruptcy Code. The Court has approved procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b) [Docket Nos. 115, 154, 780]. No party has requested the appointment of a trustee or examiner in these chapter 11 cases. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On January 7, 2013, the United States Trustee for the Northern District of Illinois appointed an official committee of unsecured creditors (the Committee ) in these chapter 11 cases [Docket No. 202] (as amended on January 18, 2013 [Docket No. 308]). The Claims Reconciliation Process 7. On February 14, 2013 and May 16, 2013, the Original Debtors and the Homer City Debtors, respectively, filed their schedules of assets and liabilities and executory contracts and unexpired leases (as amended, collectively, the Schedules ) and statements of financial 2 The Original Debtors and the Homer City Debtors are collectively referred to in this Objection as the Debtors. 3

7 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 7 of 16 affairs, as required pursuant to section 521 of the Bankruptcy Code. On July 2, 2013, certain Debtors filed amendments to their respective Schedules. 8. On April 10, 2013, the Court entered the Order (A) Setting the Bar Dates for Filing Proofs of Claim, Including Claims Arising Under 11 U.S.C. 503(b)(9) Proofs of Claim and (B) Approving the Form and Manner of Notice Thereof [Docket No. 669] (the Original Bar Date Order ), which, among other things, established June 17, 2013, as: (a) the deadline (the General Bar Date ) for all persons and entities holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Original Debtors that arose before the Original Petition Date (each, a Claim ), including any claim arising under section 503(b)(9) of the Bankruptcy Code, to file proof of such Claim in writing; and (b) the deadline (the Governmental Bar Date ) for all governmental units holding or wishing to assert a Claim against any of the Original Debtors that arose before the Original Petition Date to file proof of such Claim in writing. 9. On August 21, 2013, the Court entered the Order (A) Setting Bar Dates for Filing Proof of Claim, Including Section 503(b)(9) Claims, Against EME Homer City Generation L.P., Edison Mission Finance Co., and Homer City Property Holdings, Inc. and (B) Approving the Form and Manner of Notice Thereof [Docket No. 1137] (the Homer City Bar Date Order and, together with the Original Bar Date Order, the Bar Date Orders ), which, among other things, established October 29, 2013, as the deadline for governmental and non-governmental entities to file proofs of claim against the Homer City Debtors. Together, the Bar Date Orders apply to all purported Claims against the Debtors arising before the Original Petition Date and the Homer City Petition Date, as applicable. Notice of the Bar Date Orders was provided in accordance with the procedures outlined therein. 4

8 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 8 of On July 17, 2013, the Court approved certain omnibus procedures for filing and resolving objections to Claims asserted against the Debtors in these chapter 11 cases [Docket No. 1022] (the Objection Procedures ). 11. To date, entities have filed approximately 1,800 proofs of claim against the Debtors on an aggregate basis, collectively asserting more than $11.86 billion in aggregate liabilities. The Debtors and their advisors are in the process of reviewing the proofs of claim, including supporting documentation, if any, filed together with any proof of claim, and reconciling the proofs of claims with the Debtors books and records to determine the validity of the proofs of claim. For the reasons set forth in more detail below, and based on their review to date, the Debtors have determined that the Disputed Claims are objectionable on the grounds set forth below. Objection I. Late-Filed Claims 12. The Original Bar Date Order, among other things, established June 17, 2013 as the General Bar Date and approved the form and manner of service of the notice of the General Bar Date and the procedures for filing proofs of claim (the Bar Date Notice ). Pursuant to the Bar Date Notice, all persons and entities were instructed to file any proofs of claim in writing so that they are actually received on or before June 17, 2013 at 4:00 p.m. (Central Standard Time)..., or be barred from doing so. See Bar Date Notice at 2 (emphasis in original). On or before the General Bar Date, GCG, Inc., the Debtors notice and claims agent, served copies of the Bar Date Notice in accordance with the terms of the Original Bar Date Order on the Debtors known creditors and other entities, including each of the claimants asserting the Late-Filed Claims [Docket Nos. 684, 855, 856, and 857]. 5

9 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 9 of The Debtors object to the 18 Late-Filed Claims identified on Schedule 1 to the Order. As set forth in the Moss Declaration, each Late-Filed Claim (a) arose before the Original Petition Date, (b) was subject to the General Bar Date, and (c) was filed after the General Bar Date. Moreover, the Debtors have determined that each claimant asserting a Late-Filed Claim was timely served with the Bar Date Notice and, therefore, had adequate notice of the General Bar Date. Accordingly, the Debtors respectfully request that the Court expunge and disallow the Late-Filed Claims identified on Schedule 1 to the Order in their entirety. 3 II. Duplicative Claims 14. The Debtors object to the 11 Duplicative Claims. As set forth in the Moss Declaration, the Debtors have reviewed the Duplicative Claims and determined that the Duplicative Claims duplicate other proofs of claim (collectively, the Surviving Claims ) identified on Schedule 2 to the Order. Failure to disallow and expunge the Duplicative Claims could result in the applicable claimants receiving multiple recoveries against the Debtors, to the detriment of other similarly-situated creditors. Moreover, elimination of such Duplicative Claims will enable the Debtors to maintain a more accurate claims register. 15. Accordingly, the Debtors request that the Court enter the Order expunging and disallowing those Duplicative Claims identified on Schedule 2 to the Order. This Objection does not affect the Surviving Claims identified on Schedule 2 to the Order. III. Insufficient Documentation Claim 16. As set forth in the Moss Declaration, the Debtors cannot reconcile the Insufficient Documentation Claim with their books and records because the applicable proof of claim does not include sufficient information. Without providing sufficient information or documentation to 3 The proposed disallowance and expungement of each Late-Filed Claim shall have no effect on the applicable claimant s scheduled claim, if any, to the extent such claim is not designated as contingent, unliquidated, or disputed on the applicable Debtor s Schedules. 6

10 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 10 of 16 allow the Debtors to reconcile the Insufficient Documentation Claim with their books and records, the claimant has failed to satisfy the requirements for filing a proof of claim contemplated in the Bankruptcy Rules and the Bar Date Order. Accordingly, the Debtors respectfully request that the Court expunge and disallow the Insufficient Documentation Claim identified on Schedule 3 to the Order. IV. Non-Debtor Claims 17. The Debtors object to the 10 Non-Debtor Claims. As set forth in the Moss Declaration, the Debtors have reviewed their books and records and determined that no Debtor is party to the purported agreements identified in the proofs of claim with respect to the Non- Debtor Claims. Failure to disallow and expunge the Non-Debtor Claims could result in the applicable claimants receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Accordingly, the Debtors request that the Court enter the Order expunging and disallowing those Non-Debtor Claims identified on Schedule 4 to the Order. 4 V. Reclassification Claim 18. As set forth in the Moss Declaration, after reviewing the Debtors books and records, the Debtors have determined that the Reclassification Claim is asserted in an incorrect priority. Failure to reclassify the Reclassification Claim could result in the applicable claimant receiving an unwarranted recovery against the Debtors, to the detriment of other similarlysituated creditors. Accordingly, the Debtors respectfully request that the Court reclassify the Reclassification Claim as a Claim with the priority identified in the column labeled Correct Classification on Schedule 5 to the Order. 4 The relief requested herein is without prejudice for any of the Debtors non-debtor affiliates to object to the Non-Debtor claims, on any grounds whatsoever, at a later date. 7

11 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 11 of 16 VI. No Liability Claims. 19. The Debtors object to the seven No Liability Claims identified on Schedule 6 to the Order. As set forth in the Moss Declaration, the Debtors have reviewed their books and records and determined that the No Liability Claims are not reflected as liabilities in the Debtors books and records. Failure to disallow and expunge the No Liability Claims could result in the applicable claimants receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Accordingly, the Debtors request that the Court enter the Order expunging and disallowing those No Liability Claims identified on Schedule 6 to the Order. Basis for Relief 20. Section 502(a) of the Bankruptcy Code provides that [a] claim or interest, proof of which is filed under section 501 of this title, is deemed allowed, unless a party in interest... objects. 11 U.S.C. 502(a). A debtor in possession has the duty to object to the allowance of any claim that is improper. See 11 U.S.C. 1106(a)(1). 21. As set forth in Bankruptcy Rule 3001(f), a properly executed and filed proof of claim constitutes prima facie evidence of the validity and the amount of the claim under section 502(a) of the Bankruptcy Code. See In re Salem, 465 F.3d 767, 779 (7th Cir. 2006). To receive the benefit of prima facie validity, however, the proof of claim must set forth facts necessary to support the claim. In re Stoecker, 143 B.R. 879, 883 (N.D. Ill. 1992), aff d in part, vacated in part by 5 F.3d 1022 (7th Cir. 1993). Additionally, a claimant s proof of claim is entitled to the presumption of prima facie validity under Bankruptcy Rule 3001(f) only until an objecting party refutes at least one of the allegations that is essential to the claim s legal sufficiency. See In re Relford, 323 B.R. 669, (Bankr. S.D. Ind. 2004). Once such an allegation is refuted, the burden reverts to the claimant to prove the validity of the claim by a 8

12 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 12 of 16 preponderance of the evidence. Id. In other words, once the prima facie validity of a claim is rebutted, it is for the claimant to prove his claim, not for the objector to disprove it. In re Kahn, 114 B.R. 40, 44 (Bankr. S.D.N.Y. 1990) (citations omitted). 22. As set forth herein and in the Moss Declaration, the Court should expunge and disallow the Late-Filed Claims, Duplicative Claims, Insufficient Documentation Claim, and No Liability Claims and reclassify the Reclassification Claim. If the Disputed Claims are not formally disallowed, expunged, and/or reclassified as requested herein, the potential exists for the applicable claimants to receive recoveries to which they are not entitled, to the detriment of the Debtors other stakeholders. Thus, this relief is necessary to prevent any inappropriate distribution of estate funds and to facilitate the administration of the claims allowance process. Compliance with Bankruptcy Rule 3007(e) 23. The Debtors respectfully submit that this Objection complies with the requirements for omnibus objections set forth by Bankruptcy Rule 3007(e). Namely, the Debtors and GCG, Inc., their notice and claims agent, have created a personalized form of notice that shall be served upon each claimant affected by this Objection. Each such notice prominently identifies the claimant s: (a) name; (b) address; (c) applicable claim number; (d) proposed treatment pursuant to the Objection; and (e) does not include any other claimant s information on the notice. 24. As a result, each claimant can readily identify its Claim and proposed treatment and respond accordingly. The proposed form of Order further identifies each claimant by category of claims subject to objection. This Objection conspicuously identifies the Debtors as the objecting parties, identifies this Objection as the Debtors first omnibus claims objection, and contains objections to fewer than 100 Claims. Accordingly, the Debtors respectfully submit that this Objection complies with Bankruptcy Rule 3007(e). 9

13 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 13 of 16 Separate Contested Matter 25. Each of the above objections to the proofs of claim constitutes a separate contested matter as contemplated by Bankruptcy Rule The Debtors request that any order entered by the Court with respect to an objection asserted herein shall be deemed a separate order with respect to each Claim. Reservation of Rights 26. The Debtors expressly reserve the right to amend, modify, or supplement this Objection and to file additional substantive or non-substantive objections to the Claims objected to herein, or any other Claims, filed or not, which may be asserted against the Debtors. Should one or more of the grounds of objection stated in this Objection be overruled, the Debtors reserve the right to object on any other applicable grounds. In addition, the Debtors reserve the right to seek to reduce any Claim for any reason, including to the extent such Claim has been paid. The Debtors reserve the right to raise further objections, including objections under section 502(d) of the Bankruptcy Code. Nothing in this Objection or the relief requested herein shall limit the right of the Debtors, the Committee, or the ad hoc committee of certain holders of the Debtors senior unsecured notes (the Noteholder Group ) to bring future and/or additional objections to any of the Disputed Claims on any basis. Notice 27. The Debtors have provided notice of this Objection to: (a) the Office of the United States Trustee for the Northern District of Illinois; (b) holders of Disputed Claims identified on Schedules 1 6 to the Order; (b) counsel to the Committee; (c) the indenture trustee for the Debtors senior unsecured notes; (d) counsel to the ad hoc committee of certain holders of the Debtors senior unsecured notes; (e) the indenture trustee for the lessor notes related to the Debtors Powerton generating station in Pekin, Illinois, and units 7 and 8 of the Debtors Joliet, 10

14 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 14 of 16 Illinois, generating station and the pass-through trustee for the related pass-through certificates; (f) counsel to the ad hoc committee of certain holders of pass-through certificates related to the Debtors Powerton and Joliet generating stations; (g) the owner trusts and the equity investors for the Debtors Powerton and Joliet generating stations and their respective counsel; (h) the lender under Debtor Edison Mission Energy s letter-of-credit facility; (i) the state attorneys general for states in which the Debtors conduct business; (j) United States Attorney for the Northern District of Illinois; (k) the Internal Revenue Service; (l) the Securities and Exchange Commission; and (m) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business. In light of the nature of the relief requested herein, the Debtors respectfully submit that no further notice is necessary. [Remainder of page intentionally left blank.] 11

15 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 15 of 16 WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the related relief requested herein and such other and further relief as the Court deems appropriate. Dated: September 16, 2013 /s/ David R. Seligman, P.C. James H.M. Sprayregen, P.C. David R. Seligman, P.C. Sarah Hiltz Seewer KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) and - Joshua A. Sussberg KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel to the Debtors and Debtors in Possession other than Camino Energy Company - and - David A. Agay Joshua Gadharf MCDONALD HOPKINS LLC 300 North LaSalle Suite 2100 Chicago, Illinois Telephone: (312) Facsimile: (312) Counsel to Debtor Camino Energy Company and Conflicts Counsel to the other Debtors and Debtors in Possession

16 Case Doc 1211 Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Main Document Page 16 of 16 Exhibit A Proposed Order

17 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS Eastern Division In Re: ) BK No.: EDISON MISSION ENERGY, et al., ) (Jointly Administered) ) Chapter: 11 ) Honorable Jacqueline Cox ) ) Debtor(s) ) Re: Docket No. _ ORDER GRANTING DEBTORS FIRST OMNIBUS OBJECTION TO CERTAIN PROOFS OF CLAIM (LATE-FILED CLAIMS, DUPLICATIVE CLAIMS, INSUFFICIENT DOCUMENTATION CLAIM, NON-DEBTOR CLAIMS, RECLASSIFICATION CLAIM, AND NO LIABILITY CLAIMS) Upon the objection (the Objection ) of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ) disallowing, expunging, and/or reclassifying the Disputed Claims identified on Schedules 1 6 attached hereto, pursuant to sections 502 and 1106(a)(1) of the Bankruptcy Code, Bankruptcy Rule 3007, Local Rule , and the Objection Procedures, all as more fully set forth in the Objection; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Objection in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found that the relief requested in the Objection is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Court having found that the Debtors provided appropriate notice of the Objection and the opportunity for a hearing on the Objection under the circumstances; and the Court having reviewed the Objection and the Moss Declaration and having heard the statements in support of the relief requested therein at a hearing before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Objection and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Objection is granted as set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Objection. 2. Any response to the Objection not otherwise withdrawn, resolved, or adjourned is hereby overruled on its merits. 3. The Late-Filed Claims identified on Schedule 1 attached hereto are expunged and disallowed in their entirety; provided, however, the expungement and disallowance of the Late-Filed Claims identified on Schedule 1 shall have no effect on the applicable claimant s scheduled Claim to the extent such claim is not designated as contingent, unliquidated, or disputed on the applicable Debtor s Schedules. 4. The Duplicative Claims identified on Schedule 2 attached hereto are disallowed and expunged in Rev: _bko

18 their entirety. 5. The Insufficient Documentation Claim identified on Schedule 3 attached hereto is disallowed and expunged in its entirety. 6. The Non-Debtor Claims identified on Schedule 4 attached hereto are disallowed and expunged in their entirety. 7. The Reclassification Claim identified on Schedule 5 attached hereto is reclassified as a Claim with the Correct Classification identified on Schedule 5 attached hereto. 8. The No Liability Claims identified on Schedule 6 attached hereto are disallowed and expunged in their entirety. 9. GCG, Inc., the Debtor s notice and claims agent, is directed to update the claims register to reflect the relief granted in this Order. 10. Except as provided in this Order, nothing in this Order shall be deemed: (a) an admission or finding as to the validity of any claim against a Debtor entity; (b) a waiver of the right of the Debtors, the Committee, or the Noteholder Group to dispute any claim against any Debtor on any grounds whatsoever, at a later date; (c) a promise by or requirement on any Debtor to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Order; or (e) a waiver of the rights of the Debtors, the Committee, or the Noteholder Group under the Bankruptcy Code or any other applicable law. 11. Each Claim and the objections by the Debtors to such Claim, as addressed in the Objection and set forth on Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, and Schedule 6, each attached hereto, constitute a separate contested matter as contemplated by Bankruptcy Rule This Order shall be deemed a separate Order with respect to each Claim. Any stay of this Order pending appeal by any Claimants whose claims are subject to this Order shall only apply to the contested matter which involves such Claimant and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters identified in the Objection or this Order. 12. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Objection. 13. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Enter: Dated: United States Bankruptcy Judge Prepared by: James H.M. Sprayregen, P.C. David R. Seligman, P.C. Sarah Hiltz Seewer KIRKLAND & ELLIS LLP 300 North LaSalle Rev: _bko

19 Chicago, Illinois Telephone: (312) Facsimile: (312) and - Joshua A. Sussberg KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel to the Debtors and Debtors in Possession Other than Camino Energy Company - and - David A. Agay Joshua Gadharf MCDONALD HOPKINS LLC 300 North LaSalle Suite 2100 Chicago, Illinois Telephone: (312) Facsimile: (312) Counsel to Debtor Camino Energy Company and Conflicts Counsel to the other Debtors and Debtors in Possession Rev: _bko

20 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 1 - Late-Filed Claims Page 1 of 4 Schedule 1 Late-Filed Claims

21 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 1 - Late-Filed Claims Page 2 of 4 Schedule 1 - Late-Filed Claims First Omnibus Objection to Claims Note: Claimants are listed alphabetically. Edison Mission Energy, et al (JPC) SEQ 1 CLAIM(S) TO BE DISALLOWED & EXPUNGED OBJECTION PAGE CLAIM NAME CLAIM AMOUNT REFERENCE ABM JANITORIAL SERVICES - NORTH CENTRAL 1795 Unsecured: $52, Pgs 5-6 INC ATTN LISA LILES 8101 W. SAM HOUSTON PARKWAY S STE 150 HOUSTON, TX Date Filed: 07/06/13 AIRGAS USA PO BOX ATLANTA, GA Date Filed: 07/08/13 ALBEMARLE CORPORATION ATTN: MICHAEL D LUTGRING ESQ, LAW DEPARTMENT 451 FLORIDA STREET BATON ROUGE, LA Date Filed: 06/25/13 Debtor: Midwest Generation EME, LLC ALIMAK HEK INC STATE HIGHWAY 3, SUITE A-160 WEBSTER, TX Date Filed: 08/19/13 BELICE, RANDY LEE 365 DESPLAINES AVE RIVERSIDE, IL Date Filed: 06/18/13 DLZ INDUSTRIAL SURVEYING INC C/O DLZ CORPORATION 6121 HUNTLEY RD COLUMBUS, OH Date Filed: 08/16/ Unsecured: $18, Pgs Admin: Unliquidated Secured: Unliquidated Unsecured: $507,724.00* (b)(9): $1, Unsecured: $2, Pgs 5-6 Pgs Unsecured: $3, Pgs Unsecured: $115, Pgs 5-6 Pg. 1 of 3

22 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 1 - Late-Filed Claims Page 3 of 4 Schedule 1 - Late-Filed Claims First Omnibus Objection to Claims Note: Claimants are listed alphabetically. Edison Mission Energy, et al (JPC) SEQ 7 CLAIM(S) TO BE DISALLOWED & EXPUNGED OBJECTION PAGE CLAIM NAME CLAIM AMOUNT REFERENCE ESTATE OF MARK PUTMAN 1753 Unsecured: $50,000.00* Pgs 5-6 C/O LONDRIGAN POTTER & RANDLE PC ATTN COLLEEN LAWLESS 1227 S 7TH ST SPRINGFIELD, IL Date Filed: 06/19/13 EULALIO LOPEZ BASTIDA, ET AL. C/O MACUGA LIDDLE & DUBIN PC 975 E JEFFERSON AVE DETROIT, MI Date Filed: 06/18/13 GREG PARADAY, ET AL. C/O MACUGA LIDDLE & DUBIN PC 975 E JEFFERSON AVE DETROIT, MI Date Filed: 06/18/13 HARMS, WILL 345 COURT ST PO BOX 476 PEKIN, IL Date Filed: 08/12/13 HAWKINS, RICHARD C/O LONDRIGAN POTTER & RANDLE PC ATTN COLLEEN LAWLESS 1227 S 7TH ST SPRINGFIELD, IL Date Filed: 06/19/13 HOLIDAY INN JOLIET CONVENTION CENTER 411 S LARKIN AVE JOLIET, IL Date Filed: 06/21/ Unsecured: $17,760, Pgs Unsecured: $48,243, Pgs (b)(9): $4, Pgs Unsecured: $50,000.00* Pgs Unsecured: $ Pgs 5-6 Pg. 2 of 3

23 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 1 - Late-Filed Claims Page 4 of 4 Schedule 1 - Late-Filed Claims First Omnibus Objection to Claims Note: Claimants are listed alphabetically. Edison Mission Energy, et al (JPC) SEQ CLAIM(S) TO BE DISALLOWED & EXPUNGED OBJECTION PAGE CLAIM NAME CLAIM AMOUNT REFERENCE MORGAN DISTRIBUTING INC (b)(9): $1, Pgs N 22ND ST DECATUR, IL Date Filed: 07/20/13 NATIONAL PUMP & COMPRESSOR PO BOX BEAUMONT, TX Date Filed: 06/18/13 Debtor: Midwest Generation EME, LLC SENIOR FLEXONICS PATHWAY, INC. EXPANSION JOINT DIVISION 2400 LONGHORN INDUSTRIAL DR NEW BRAUNFELS, TX Unsecured: $11, Pgs Unsecured: $11, Pgs Date Filed: 08/08/13 Debtor: Midwest Generation EME, LLC STONE, HAROLD C/O LONDRIGAN POTTER & RANDLE PC ATTN COLLEEN LAWLESS 1227 S 7TH ST SPRINGFIELD, IL Date Filed: 06/19/13 VENTURA COUNTY TAX COLLECTOR ATTN BANKRUPTCY 800 S VICTORIA AVE VENTURA, CA Date Filed: 06/20/13 Debtor: Chestnut Ridge Energy Company WYRICK, ADAM C/O LONDRIGAN POTTER & RANDLE PC ATTN COLLEEN LAWLESS 1227 S 7TH ST SPRINGFIELD, IL Date Filed: 06/19/ Unsecured: $50,000.00* Pgs Priority: $42.13 Pgs Unsecured: $50,000.00* Pgs 5-6 * Denotes an unliquidated component. Total: $66,983, Pg. 3 of 3

24 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 2 - Duplicative Claims Page 1 of 4 Schedule 2 Duplicative Claims

25 First Omnibus Objection to Claims SEQ 1 Note: Claimants are listed alphabetically. ADVANTAGE GROUND TRANS CORP C/O DACA VI LLC 1565 HOTEL CIR SOUTH #310 SAN DIEGO, CA Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 2 - Duplicative Claims Page 2 of 4 CLAIM(S) TO BE DISALLOWED & EXPUNGED CLAIM NAME CLAIM AMOUNT Schedule 2 - Duplicative Claims NAME 837 Unsecured: $ ADVANTAGE GROUND TRANS CORP C/O DACA VI LLC 1565 HOTEL CIR S #310 SAN DIEGO, CA Edison Mission Energy, et al (JPC) SURVIVING CLAIM(S) OBJECTION CLAIM PAGE CLAIM AMOUNT REFERENCE 565 Unsecured: $ Pg 6 2 Date Filed: 05/29/13 Debtor: Edison Mission Energy CHILDERS BANQUET AND EVENTS CENTER C/O DACA VI LLC 1565 HOTEL CIRCLE SOUTH #310 SAN DIEGO, CA Date Filed: 05/11/13 Debtor: Edison Mission Energy 124 Unsecured: $ CHILDERS BANQUET AND EVENTS CENTER C/O DACA VI LLC 1565 HOTEL CIR S #310 SAN DIEGO, CA Unsecured: $ Pg Date Filed: 04/24/13 Debtor: Edison Mission Energy DRAXTON-KARLEN GROUP, LLC ATTN: HKIM KARLEN 8349 WHITE OAK AVE MUNSTER, IN Date Filed: 06/10/13 MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA (b)(9): $4, Priority: $23, Unsecured: $ Date Filed: 04/19/13 Debtor: Edison Mission Energy DRAXTON-KARLEN GROUP, LLC 8349 WHITE OAK AVE MUNSTER, IN Date Filed: 06/10/ Unsecured: $2,650, MILLER, RICHARD JR AND RENEE C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA (b)(9): $4, Priority: $23, Unsecured: $ Pg Unsecured: $2,650, Pg 6 5 Date Filed: 05/30/13 Debtor: Chestnut Ridge Energy Company MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Date Filed: 05/28/13 Debtor: Chestnut Ridge Energy Company 1760 Unsecured: $2,650, MILLER, RICHARD JR AND RENEE C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Unsecured: $2,650, Pg 6 Date Filed: 05/30/13 Debtor: Edison Mission Energy Date Filed: 05/28/13 Debtor: Edison Mission Energy Pg. 1 of 3

26 First Omnibus Objection to Claims SEQ 6 Note: Claimants are listed alphabetically. MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 2 - Duplicative Claims Page 3 of 4 CLAIM(S) TO BE DISALLOWED & EXPUNGED CLAIM NAME CLAIM AMOUNT Schedule 2 - Duplicative Claims NAME 1762 Unsecured: $2,650, MILLER, RICHARD JR AND RENEE C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Edison Mission Energy, et al (JPC) SURVIVING CLAIM(S) OBJECTION CLAIM PAGE CLAIM AMOUNT REFERENCE 1038 Unsecured: $2,650, Pg 6 7 Date Filed: 05/30/13 Debtor: Edison Mission Holdings Co. MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Date Filed: 05/28/13 Debtor: Edison Mission Holdings Co Unsecured: $2,650, MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Unsecured: $2,650, Pg 6 8 Date Filed: 05/30/13 Debtor: Homer City Property Holdings, Inc. MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Date Filed: 05/28/13 Debtor: Homer City Property Holdings, Inc Unsecured: $2,650, MILLER, RICHARD JR AND RENEE C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Unsecured: $2,650, Pg 6 9 Date Filed: 05/30/13 Debtor: Mission Energy Westside, Inc. MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Date Filed: 05/28/13 Debtor: Mission Energy Westside, Inc Unsecured: $2,650, MILLER, RICHARD JR AND RENEE C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Unsecured: $2,650, Pg 6 10 Date Filed: 05/30/13 Debtor: Edison Mission Energy Fuel Services, LLC MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Date Filed: 05/28/13 Debtor: Edison Mission Energy Fuel Services, LLC 1766 Unsecured: $2,650, MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Unsecured: $2,650, Pg 6 Date Filed: 05/30/13 Debtor: EME Homer City Generation L.P. Date Filed: 05/28/13 Debtor: EME Homer City Generation L.P. Pg. 2 of 3

27 First Omnibus Objection to Claims SEQ 11 Note: Claimants are listed alphabetically. MILLER, RICHARD & RENEE JR C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 2 - Duplicative Claims Page 4 of 4 CLAIM(S) TO BE DISALLOWED & EXPUNGED CLAIM NAME CLAIM AMOUNT Schedule 2 - Duplicative Claims NAME 1767 Unsecured: $2,650, MILLER, RICHARD JR AND RENEE C/O GILARDI OLIVER & LOMUPO ATTN RICHARD P GILARDI THE BENEDUM TREES BLDG 223 FOURTH AVE 10TH FL PITTSBURGH, PA Edison Mission Energy, et al (JPC) SURVIVING CLAIM(S) OBJECTION CLAIM PAGE CLAIM AMOUNT REFERENCE 1043 Unsecured: $2,650, Pg 6 Date Filed: 05/30/13 Debtor: Midwest Generation EME, LLC Date Filed: 05/28/13 Debtor: Midwest Generation EME, LLC Total: $21,229, Pg. 3 of 3

28 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 3 - Insufficient Documentation Claim Page 1 of 2 Schedule 3 Insufficient Documentation Claim

29 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 3 - Insufficient Documentation Claim Page 2 of 2 Schedule 3 - Insufficient Documentation Claims First Omnibus Objection to Claims Note: Claimants are listed alphabetically. Edison Mission Energy, et al (JPC) SEQ 1 CLAIM(S) TO BE DISALLOWED & EXPUNGED OBJECTION PAGE CLAIM NAME CLAIM AMOUNT REFERENCE PREWITT, MICHAEL 1399 Unsecured: $250, Pgs ELIM AVE ZION, IL Date Filed: 06/14/13 Total: $250, Pg. 1 of 1

30 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 4 - Non-Debtor Claims Page 1 of 3 Schedule 4 Non-Debtor Claims

31 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 4 - Non-Debtor Claims Page 2 of 3 Schedule 4 - Non-Debtor Claims First Omnibus Objection to Claims Note: Claimants are listed alphabetically. Edison Mission Energy, et al (JPC) SEQ 1 CLAIM(S) TO BE DISALLOWED & EXPUNGED CLAIM NAME CLAIM AMOUNT CALIFORNIA DEPARTMENT OF WATER RESOURCES CALIFORNIA ENERGY RESOURCES SCHEDULING ATTN JOHN PACHECO ACTING DEPUTY DIRECTOR 2033 HOWE AVE STE 220 SACRAMENTO, CA REASON FOR DISALLOWANCE 1445 Unsecured: $80,811,733.55* Neither Edison Mission Energy nor any other debtor is a party to the applicable agreement. OBJECTION PAGE REFERENCE Pg 7 2 Date Filed: 06/17/13 Debtor: Edison Mission Energy COTTONWOOD J20 HOLDINGS LLC 222 S 9TH ST STE 1600 MINNEAPOLIS, MN Unsecured: $140,616, Neither Edison Mission Energy nor any other debtor is party to the applicable agreement. Pg Date Filed: 06/17/13 Debtor: Edison Mission Energy LAREDO AREA COMMUNITY FOUNDATION C/O PRESIDENT 616 LEAL ST LAREDO, TX Date Filed: 06/17/13 Debtor: Edison Mission Energy OLDAM COUNTY APPRAISAL DISTRICT C/O PERDUE BRANDON FIELDER COLLINS & MOTT LLP ATTN D'LAYNE PEEPLES CARTER PO BOX 9132 AMARILLO, TX Unsecured: $2,750, The agreement referenced in the proof of claim is between the claimant and Cedro Hill Wind LLC, a non-debtor. 809 Secured: $289,387.19* The agreement referenced in the proof of claim is between the claimant and Wildorado Wind LLC, a non-debtor. Pg 7 Pg 7 5 Date Filed: 05/14/13 Debtor: Edison Mission Energy POWER CONSTRUCTORS, INC. ATTN: DOUG BAKER 3940 GLENBROOK DRIVE PO BOX 1066 HAILEY, ID Unsecured: $18, The agreement referenced in the proof of claim is between the claimant and Mission Wind Crofton Bluffs, Inc., a non- Debtor. Pg 7 6 Date Filed: 05/29/13 Debtor: Edison Mission Energy ROBERT LEE INDEPENDENT SCHOOL DISTRICT C/O KEVIN O'HANLON, ESQ HAMILTON ROBERT LEE, TX Secured: $2,051,984.01* Priority: $2,051,984.01* The agreement referenced in the proof of claim is between the claimant and Goat Wing LP, a non-debtor. Pg 7 7 Date Filed: 06/17/13 Debtor: Edison Mission Energy STERLING CITY INDEPENDENT SCHOOL DISTRICT C/O KEVIN O'HANLON, ESQ. P.O. BOX 786 STERLING CITY, TX Secured: $30,390.93* Priority: $30,390.93* The agreement referenced in the proof of claim is between the claimant and Goat Wind LP, a non-debtor. Pg 7 Date Filed: 06/17/13 Debtor: Edison Mission Energy Pg. 1 of 2

32 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 4 - Non-Debtor Claims Page 3 of 3 Schedule 4 - Non-Debtor Claims First Omnibus Objection to Claims Note: Claimants are listed alphabetically. Edison Mission Energy, et al (JPC) SEQ 8 CLAIM(S) TO BE DISALLOWED & EXPUNGED CLAIM NAME CLAIM AMOUNT TAXING DISTRICTS COLLECTED BY POTTER COUNTY C/O PERDUE BRANDON FIELDER COLLINS & MOTT ATTN D'LAYNE PEEPLES CARTER PO BOX 9132 AMARILLO, TX REASON FOR DISALLOWANCE 810 Secured: $8,666.90* The agreement referenced in the proof of claim is between the claimant and Wildorado Wind LLC, a non-debtor. OBJECTION PAGE REFERENCE Pg 7 9 Date Filed: 05/14/13 Debtor: Edison Mission Energy TAXING DISTRICTS COLLECTED BY RANDALL COUNTY C/O PERDUE BRANDON FIELDER COLLINS & MOTT LLP ATTN D'LAYNE PEEPLES CARTER PO BOX 9132 AMARILLO, TX Secured: $27,963.79* The agreement referenced in the proof of claim is between the claimant and Wildorado Wind LLC, a non-debtor. Pg 7 10 Date Filed: 05/14/13 Debtor: Edison Mission Energy WEBB CONSOLIDATED INDEPENDENT SCHOOL DISTRICT C/O KEVIN O'HANLON, ESQ. P.O. BOX 206 BRUNI, TX Secured: $661,774.00* Priority: $661, The agreement referenced in the proof of claim is between the claimant and Cedro Hill Wind LLC, a non-debtor. Pg 7 Date Filed: 06/17/13 Debtor: Edison Mission Energy * Denotes an unliquidated component. Total: $230,011, Pg. 2 of 2

33 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 5 - Reclassification Claim Page 1 of 2 Schedule 5 Reclassification Claim

34 Case Doc Filed 09/16/13 Entered 09/16/13 13:34:01 Desc Schedule 5 - Reclassification Claim Page 2 of 2 Schedule 5 - Reclassification Claims First Omnibus Objection to Claims SEQ 1 Note: Claimants are listed alphabetically. CLAIM(S) TO BE MODIFIED CLAIM CLAIMED AMOUNT AND CORRECT CLASSIFICATION NAME CLASSIFICATION (b)(9): $23, Unsecured: $23, Pg 7 DIRECT LINE TO COMPLIANCE, INC W SAM HOUSTON PKWY. S, SUITE 1 HOUSTON, TX Date Filed: 05/17/13 Debtor: Midwest Generation EME, LLC Edison Mission Energy, et al (JPC) OBJECTION PAGE REFERENCE Total: $23, Pg. 1 of 1